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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-KSB
 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
 For the fiscal year ended September 30, 2006
 Commission file number: 2-42114
 
 MBI Financial, Inc.
 (Name of Small Business Issuer in Its Charter)
 State of Nevada
    
    75-1310613(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 1845 Woodall Rodgers, No. 1225
Dallas, Texas 75201  (Address of Principal Executive Offices)
 Issuers Telephone Number including Area Code:
(214) 468-0000
 Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $0.0167
 o
 þ o
 þ
 o þ
    DOCUMENTS INCORPORATED BY REFERENCE
 o þ




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##### 



TABLE OF CONTENTS
 PART IItem 1.
    
    Description of Business
    
    
    4(a) Business Development
    
    
    4(b) Business of the Issuer
    
    
    6Item 2.
    
    Properties
    
    
    10Item 3.
    
    Legal Proceedings
    
    
    10Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    10PART IIItem 5.
    
    Market for Common Equity and Related Stockholder Matters
    
    
    10(a) Market Information
    
    
    10(b) Holders
    
    
    11(c) Dividends
    
    
    11(d) Securities Authorized for Issuance Under Equity
    
    
    11Item 6.
    
    Plan of Operations
    
    
    11Item 7.
    
    Financial Statements
    
    
    17Item 8.
    
    Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
    
    
    17Item 8A.
    
    Controls and Procedures
    
    
    17PART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control
Persons
    
    
    18Item 10.
    
    Executive Compensation
    
    
    19Item 11.
    
    Security Ownership of Certain Beneficial Owners and
Management
    
    
    19Item 12.
    
    Certain Relationships and Related Transactions
    
    
    20Item 13.
    
    Exhibits and Reports on Form 8-K
    
    
    20Item 14.
    
    Principal Accountant Fees and Services
    
    
    20INDEX TO EXHIBITSCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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FORWARD-LOOKING STATEMENTS
  
    
    changes in tax legislation;
    
    federal and state regulations;
    
    general economic conditions;
    
    competitive factors and pricing pressures;
    
    our dependence on the services of key personnel;
    
    interest rates;
    
    risks associated with acquisitions;
    
    significant intangible assets; and
    
    our dependence on information processing systems and risk of errors or omissions.
  3




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PART I
 
 ITEM 1. BUSINESS
 
 (a) Business Development
              4




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
    
    $100,000 cash paid at closing.
    
    $100,000 promissory note bearing no interest if paid on or before June 30, 2006
    
    640,000 shares of the Companys Common Stock valued at $.54 per share or $346,380.
    
    1,475,000 warrants issued to purchase the Companys Common Stock. Of the warrants,
250,000 shall be issued to Northlands current employees as designated by Northland
Sellers and said are at an exercise price of $1.25 per share, unless the closing market
price of the stock is less than $1.5 per share at redemption, then the exercise shall be
at a 20% discount to said closing market price. All 250,000 warrants have a three-year
exercise period and are performance based. The remaining 1,225,000 warrants have our
exercise price of $.20 and are exercisable over a 3 year period.
They have been valued at
$417,994 .
  
    
    BMI had a second lien on certain residential property in Santa Fe, New Mexico owned by
MKM. The property has an approximate market value of $1,550,000 and is subject to a
first lien of $380,000 to a lender unrelated to any parties to the agreement
    
    BMI transferred its interest in the second lien to NMA, a related company of BMI which
BMI owns 100%.
    
    The Company issued 100,000 shares of Preferred Stock having a stipulated value of
$1,150,000 for dividend purposes to NMA to acquire all of the common stock of NMA . The
preferred stock has a mandatory dividend rate of 12%. If the Company fails to pay on any
Preferred Stock dividend that Company is obligated to BMI, then BMI can acquire NMA
through a nominal NMA stock purchase agreement it has with the
Company. Additionally BMI
may convert the Preferred Stock to 1,150,000 shares of the Companys Common Stock.
 5




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
    
    640,000 shares of Registrants common stock valued at $1.25 per share or $800,000 (the
Common Stock).
    
    $105,000 of cash paid at the closing of the acquisition.
    
    A promissory note in the principal amount of $100,000. It is a
non-bearing interest note that is due on or before November 22,
2006.
    
    Additionally, 250,000 warrants (Warrants) were issued to
purchase Registrants Common Stock. The Warrants shall be issued
in equal amounts to the owners of L&M, Reynaldo Lerma and Keith
Morgan, and the Warrants have an exercise price of $1.50 per
share. The Warrants expire on March 22, 2008.
   
    
    1,360,000 shares of Registrants common stock valued at $1.25 per share or $1,700,000 (the
Common Stock).
    
    $500,000 of cash paid on July 7, 2006 for the acquisition.
    
    A promissory note in the principal amount of $1,254,497. It is a
non-bearing interest note that is due on multiple dates with
varying amounts. $200,000 is due on December 1, 2006, April 5,
2007, July 5, 2007, October 5, 2007, January 5, 2008, and April 5,
2008, or before November 22, 2006. One payment of $3,206 is to
be paid on June 30, 2006. Monthly payments of $6,411 are to be
paid on the 16th of each month beginning in July 2006
and ending in February 2007.
  
 (b) Business of the Issuer
  Mortgage Brokerage
  6




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
    
    There are approximately 44,000 Small and Medium Enterprise (SME) mortgage brokers in
the United States.
    
    Licensing is state issued and controlled and licenses can take 3 to 9 months to obtain.
    
    Approximately 73% of all mortgage originations in the US are through a mortgage broker.
  Mortgage Banking
    Employees
   7




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Competition
   Country Wide
    
    $220.0 BillionWells Fargo
    
    206.6 BillionWashington Mutual
    
    105.3 BillionChase Home Finance
    
    92.1 BillionCitiMortgage
    
    84.1 BillionBank of America
    
    80.8 BillionGMAC-RFC
    
    40.3 BillionGMAC Residential
    
    40.2 BillionIndyMac
    
    40.0 BillionWachovia
    
    30.4 Billion
     Government Regulation
   8




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
    
    Mortgage brokers are licensed by their state of domicile
    
    Mortgage banking is regulated by federal and state banking laws
    
    Mortgage lending is regulated by a number of federal and
state consumer protection laws.
The two main federal regulations that brokers fall under is the Fair Housing Act and RESPA
(Real Estate Settlement Procedures Act)
  
    
    Refuse to make a mortgage loan
    
    Refuse to provide information regarding loans
    
    Impose different terms or conditions on a loan, such as different interest
rates, points, or fees
    
    Discriminate in appraising property
    
    Refuse to purchase a loan; or,
    
    Set different terms or conditions for purchasing a loan
  1.
    
    to help consumers become better shoppers for settlement
services, and2.
    
    to eliminate kickbacks and referral fees that unnecessarily increase the costs of
certain settlement services.
     
    
    a Special Information Booklet, which contains consumer information regarding various
real estate settlement services. (Required for purchase transactions only) and
    
    a Good Faith Estimate (GFE) of settlement costs, which lists the charges the buyer is
likely to pay at settlement. This is only an estimate and the actual charges may differ.
If a lender requires the borrower to use a particular settlement provider, then the lender
must disclose this requirement on the GFE.
    
    a Mortgage Servicing Disclosure Statement, which discloses to the borrower whether the
lender intends to service the loan or transfer it to another lender. It also provides
information about complaint resolution.
 9




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OFFICE/LOCATION
    
    TERMS
    
    MO. PAYMENT
    
    SQ FOOTAGELAREDO
    
    MONTH TO MONTH
    
    $
    1,587.00
    
    
    900 SQ FTSAN ANTONIO
    
    LEASE ENDS 3/24/2007
    
    $
    6,600.00
    
    
    4000 SQ FTEL PASO
    
    LEASE ENDS 8/2007
    
    $
    3,500.00
    
    
    700 SQ FTAUSTIN
    
    MONTH TO MONTH
    
    $
    12,000.00
    
    
    7900 SQ FTCONROE
    
    LEASE ENDS 8/2008
    
    $
    3,500.00
    
    
    4500 SQ FTCALIFORNIA
    
    MONTH TO MONTH
    
    $
    6,200.00
    
    
    5500 SQ FTMBI FINANCIAL
    
    LEASE ENDS 12/2008
    
    $
    4,400.00
    
    
    2500 SQ FT
  
   
   
  
 (a) Market Information
  10




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(b) Holders
  
    
    have enough knowledge and experience in finance and business matters to evaluate the
risks and merits of the investment (the sophisticated investor), or be able to bear the
investments economic risk;
    
    have access to the type of information normally provided in a prospectus; and
    
    agree not to resell or distribute the securities to the public.
 
 (c) Dividends
   
 (d) Securities Authorized for Issuance Under Equity Compensation Plans
  Issuance of Unregistered Shares
  
 Item 6. Managements Discussion and Analysis of Plan of Operations
 Disclosure Regarding Forward-Looking Statements
  11




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12




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13




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Acquisition Strategy
    Purchase Market
    
    $1,585BillionRefinance Market
    
    1,270BillionHome Equity Market
    
    370BillionTotal Consumer Lending Market:
    
    $3,225Billion
 Source: Mortgage Bankers Association of America, 2005.
  
    
    Housing construction over the next 10 years is anticipated to exceed that of the
previous 10 years. According to State of the Nations Housing, Harvard University, 2004, the
total number of new homes expected to be built between 2005 and 2015 is 18.5 million to
19.5 million residences.
    
    Automation has accelerated loan and mortgage approvals, lowered costs, and expanded
access to credit. Multiple mortgage products with different amortization lengths, loan
terms, and repayment privileges have helped to keep many more consumers in the market.
    Traditional Mortgage Broker Operations
 Internet Mortgage Originations
 14




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High-End Mortgage Capabilities
 Specialty Niches (Non-Warrantable Condos)
 Direct to the Consumer
 Acquisitions in 2006
  
    
    On March 23, 2006, Registrant acquired most of the tangible and intangible assets of
L&M Mortgage Investors, Inc. (L&M) of San Antonio, Texas. The aggregate purchase price
of $1,005,000 was paid to L&M.
    
    On June 30, 2006, Registrant entered into an agreement to acquire most of the tangible
and intangible assets of New Horizons Financial, Inc. (NH), a California corporation
operating in Anaheim, California. The aggregate purchase price of $3,454,497 was paid to
NH.
 b. Managements Discussion and Analysis of Financial Condition and Results of Operation
 Results of Operations
   Revenue
    
    $
    6,993,704 Operating loss
    
    
    (5,102,004
    ) Net loss
    
    $
    (12,343,415
    ) Per common share
    
    $
    (1.22
    )
   15




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Deferred
debt & Interest Cost
    
    
    6,686,513Compensation
    
    
    1,511,274Consulting Fees
    
    
    1,748,270Debt Discount
    
    
    377,42610,323,483
   Income Taxes
  Liquidity and Capital Sources
   c. Off-Balance Sheet Arrangements
     16




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Item 7. Financial Statements
  
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
   
 ITEM 8A. CONTROLS AND PROCEDURES
  (a) Evaluation of Disclosure Controls
   17




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(b) Changes in Internal Controls
  
 PART III
 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
  Date FirstName
    
    Age
    
    Elected
    
    Term
    
    PositionBruce A. Hall
    
    48
    
    2005
    
    1 year
    
    Director, Chairman of the Audit CommitteeRichard M. Hewitt
    
    68
    
    2002
    
    1 year
    
    Secretary, CFO, DirectorWilliam R. Miertschin
    
    58
    
    1997
    
    1 year
    
    Chairman of the BoardPatrick A. McGeeney
    
    56
    
    2005
    
    1 year
    
    President, CEO, Director
     18




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Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 10. EXECUTIVE COMPENSATION
   
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Beneficial Owners in excess of 5%
 Name and address of beneficial
    
    Number of
    
    Percent ofTitle of Class
    
    owner
    
    shares owned
    
    classCommon Stock $0.0167 Par Value
    
    William Miertschin
    
    
    1,407,940
    
    
    
    11.4
    %6867 Anglebluff CircleDallas, Tx. 75019Common Stock $0.0167 Par Value
    
    Brett Faryniarz
    
    
    1,360,000
    
    
    
    11.0
    %1020 S. Patrick WayAnaheim Hills, Ca. 92808Common Stock $0.0167 Par Value
    
    Bobby Lutz
    
    
    867,000
    
    
    
    7.0
    %17300 Dallas Pkwy. Ste. 305Dallas, Tx. 75248Common Stock $0.0167 Par Value
    
    William Scott Sears
    
    
    790,000
    
    
    
    6.4
    %1109 River Rd.Montgomery, Tx. 77356Common Stock $0.0167 Par Value
    
    Ray W. Washburne
    
    
    784,000
    
    
    
    6.4
    %1845 Woodall Rodgers FwyDallas, Tx. 75201Common Stock
$0.0167 Par Value
    
    Kelly & Joan Bergstrom, Tr
    
    
    650,000
    
    
    
    5.3
    %Bergstrom Rev. Trust714 Roger AvenueKenilworth, Il. 60043
 19




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Executive Officers and Directors
 Name and address of beneficial
    
    Number of
    
    Percent ofTitle of Class
    
    owner
    
    shares owned
    
    classCommon Stock
    
    William R. Miertschin
    
    
    1,407,940
    *
    
    
    11.4$0.0167 Par Value
    
    7738 Forest Lane #102Dallas, Texas 75230Common Stock
    
    Richard M. Hewitt
    
    
    75,346
    
    
    
    .6$0.0167 Par Value
    
    202 Fresh Meadow DriveTrophy Club, Texas 76262All Directors and
    
    
    
    
    9,326,205
    
    
    
    3.1Officers as a
group (2 persons)
 
 *
    
    William R. Miertschins holdings include 40,000 shares of common stock owned by
Cumberland Continental Corp. of which Miertschin is CEO and a Director. In addition,
1,070,000 shares are held by Concord Creek Corporation which Mr. Miertschin controls
through his relationship with his wife, Amber Miertschin. Changes in Control of Issuer
  
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
   
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  20




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SIGNATURES
   Date:
January 29, 2007
    
    /s/ William R. Miertschin

By: William R. Miertschin,ChairmanDate:
January 29, 2007
    
    /s/ Patrick A. McGeeney

By: Patrick A. McGeeney,President & CEO
  Signature
    
    Title
    
    Date/s/ William R. Miertschin

William R. Miertschin
    
    Chairman
    
    January 29, 2007/s/ Patrick A. McGeeney

Patrick A. McGeeney
    
    President & CEO
    
    January 29, 2007
 21




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MBI FINANCIAL, INC.
(Formerly Local Telecom Systems, Inc.)
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets  September 30, 2006 and 2005
    
    F-2Consolidated Statements of Operations for the year ended
September 30, 2006 and for the period from March 25, 2005
(Inception) to September 30, 2005
    
    F-3Consolidated Statements of Stockholders Equity (Deficit)
for the year ended September 30, 2006 and for the period from
March 25, 2005 (Inception) to September 30, 2005
    
    F-4Consolidated Statements of Cash Flows for the year ended
September 30, 2006 and for the period from March 25, 2005
(Inception) to September 30, 2005
    
    F-5Notes to Consolidated Financial Statements
    
    F-7




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  
 F-1




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MBI FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2006 and 2005
 2006
    
    
    2005(Restated)ASSETSCurrent AssetsCash
    
    $
    652,861
    
    
    $
    68,918Accounts receivable  loan fees
    
    
    340,848
    
    
    
    70,433Loan inventory warehouse
    
    
    2,545,273
    
    
    
    Loan inventory accrued interest
    
    
    3,069
    
    
    
    Prepaid expenses
    
    
    31,299
    
    
    
    8,183Total Current Assets
    
    
    3,573,350
    
    
    
    147,534Equipment,Net of Accumulated Depreciation of $70,085 and
$13,903 for 2006 and 2005, respectively
    
    
    362,954
    
    
    
    265,874Goodwill
    
    
    5,807,870
    
    
    
    2,023,161Other assets
    
    
    1,163,629
    
    
    
    1,155,976Total Assets
    
    $
    10,907,803
    
    
    $
    3,592,545LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current LiabilitiesNotes payable net of debt discount of $377,426 and
$334,246 in 2006 and 2005, respectively
    
    $
    3,883,096
    
    
    $
    225,133Warehouse line
    
    
    2,545,273
    
    
    
    Accounts payable
    
    
    358,667
    
    
    
    216,751Accrued liabilities
    
    
    436,707
    
    
    
    176,056Accounts payable  related parties
    
    
    694,330
    
    
    
    552,149Deferred credits
    
    
    6,651
    
    
    
    Total Current Liabilities
    
    
    7,924,724
    
    
    
    1,170,089Notes Payable Long-Term
    
    
    700,000
    
    
    
    Total Liabilities
    
    
    8,624,724
    
    
    
    1,170,089Unissued Common Stock
    
    
    150,864
    
    
    
    2,649,168Unissued Preferred Stock
    
    
    
    
    
    
    1,150,000Stockholders Equity (Deficit)Preferred stock, par value $0.10, authorized shares
1,000,000, 100,000 issued, $1,150,000 liquidation
preference
    
    
    10,000
    
    
    
    Common stock, $.0167 par value 100,000,000 shares
authorized, 12,579,200 and 1,599,188 shares issued and
outstanding in 2006 and 2005, respectively
    
    
    209,981
    
    
    
    26,707Additional paid-in-capital
    
    
    17,817,370
    
    
    
    2,158,302Accumulated deficit
    
    
    (15,905,136
    )
    
    
    (3,561,721
    )Total Stockholders Equity (Deficit)
    
    
    2,132,215
    
    
    
    (1,376,712
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    10,907,803
    
    
    $
    3,592,545
  F-2




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MBI FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2006 AND THE PERIOD ENDED
March 25, 2005 (INCEPTION) TO SEPTEMBER 30, 2006
 2006
    
    
    2005(Restated)Loan Revenues
    
    $
    6,993,704
    
    
    $
    1,081,625Cost of Revenues
    
    
    5,895,891
    
    
    
    921,561Gross Profit
    
    
    1,097,813
    
    
    
    160,064Operating ExpensesCompensation
    
    
    1,948,277
    
    
    
    1,535,147General and administrative
    
    
    4,195,358
    
    
    
    940,236Depreciation
    
    
    56,182
    
    
    
    13,903Total Operating Expenses
    
    
    6,199,817
    
    
    
    2,489,286Loss from Operations
    
    
    (5,102,004
    )
    
    
    (2,329,222
    )Interest Expense
    
    
    7,103,415
    
    
    
    1,197,999Loss before Income Taxes
    
    
    (12,205,419
    )
    
    
    (3,527,221
    )Income Taxes
    
    
    
    
    
    
    Net Loss
    
    
    (12,205,419
    )
    
    
    (3,527,221
    )Preferred Stock Dividends
    
    
    (137,996
    )
    
    
    (34,499
    )Net Loss Attributable to Common
Shareholders
    
    $
    (12,343,415
    )
    
    $
    (3,561,720
    )Loss Per Share-basic and diluted
    
    $
    (1.22
    )
    
    $
    (1.00
    )Weighted Average Number of Common Shares
    
    
    10,139,361
    
    
    
    3,546,254
  F-3




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MBI FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE YEAR ENDED SEPTEMBER 30, 2006 AND THE PERIOD FROM
MARCH 25, 2005 (INCEPTION) TO SEPTEMBER 30, 2005
 Additional
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Equity (Deficit)Balance, September 30, 2004
    
    
    600,000
    
    
    $
    60,000
    
    
    
    16,284,423
    
    
    $
    271,950
    
    
    $
    9,456,612
    
    
    $
    (9,911,284
    )
    
    $
    (122,722
    )Conversion of common to preferred stock
    
    
    (600,000
    )
    
    
    (60,000
    )
    
    
    30,000,000
    
    
    
    501,000
    
    
    
    (441,000
    )
    
    
    
    
    
    
    Issuance of common stockFor consulting, directors fees, dividends,
and financing fees
    
    
    
    
    
    
    
    
    
    
    15,000,000
    
    
    
    250,500
    
    
    
    
    
    
    
    
    
    
    
    250,500For consulting, directors fees, dividends,
and financing fees
    
    
    
    
    
    
    
    
    
    
    18,675,000
    
    
    
    311,873
    
    
    
    
    
    
    
    
    
    
    
    311,873Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (555,689
    )
    
    
    (555,689
    )Reclassify retained deficit to paid-in
capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,466,973
    )
    
    
    10,466,973
    
    
    
    Balance, March 25, 2005
    
    
    
    
    
    
    
    
    
    
    79,959,423
    
    
    
    1,335,323
    
    
    
    (1,451,361
    )
    
    
    
    
    
    
    (116,038
    )50 for 1 reverse stock split
    
    
    
    
    
    
    
    
    
    
    (78,360,235
    )
    
    
    (1,308,616
    )
    
    
    1,308,616
    
    
    
    
    
    
    
    Balance September 30, 2005-as restated
for 50 for 1 reverse stock split
    
    
    
    
    
    
    
    
    
    
    1,599,188
    
    
    
    26,707
    
    
    
    (142,745
    )
    
    
    
    
    
    
    (116,038
    )Issuance of 7,183,376 warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,301,047
    
    
    
    
    
    
    
    2,301,047Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,527,222
    )
    
    
    (3,527,222
    )Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,499
    )
    
    
    (34,499
    )Balance, September 30, 2005
    
    
    
    
    
    
    
    
    
    
    1,599,188
    
    
    
    26,707
    
    
    
    2,158,302
    
    
    
    (3,561,721
    )
    
    
    (1,376,712
    )Issuance of preferred stock
    
    
    100,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    1,140,000
    
    
    
    
    
    
    
    1,150,000Granting of 14,133,000 warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,070,976
    
    
    
    
    
    
    
    8,070,976Issuance of common stock:Consulting, director fees and
guarantees
    
    
    
    
    
    
    
    
    
    
    2,246,680
    
    
    
    37,511
    
    
    
    1,814,606
    
    
    
    
    
    
    
    1,852,117Acquisitions and financing
    
    
    
    
    
    
    
    
    
    
    7,183,332
    
    
    
    119,878
    
    
    
    4,489,370
    
    
    
    
    
    
    
    4,609,248Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    1,550,000
    
    
    
    25,885
    
    
    
    144,116
    
    
    
    
    
    
    
    170,001Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,205,419
    )
    
    
    (12,205,419
    )Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (137,996
    )
    
    
    (137,996
    )Balance, September 30, 2006
    
    
    100,000
    
    
    $
    10,000
    
    
    
    12,579,200
    
    
    $
    209,981
    
    
    $
    17,817,370
    
    
    $
    (15,905,136
    )
    
    $
    2,132,215
 F-4




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##### Table of Contents



MBI FINANCIAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2006 AND THE PERIOD ENDED
March 25, 2005 (INCEPTION) TO SEPTEMBER 30, 2006
 2006
    
    
    2005Operating Activities
    
    
    
    
    
    (Restated)Net loss
    
    $
    (12,205,419
    )
    
    $
    (3,527,222
    )Adjustments to reconcile net loss to cash provided by
operating activities:Amortization of debt issue costs
    
    
    2,186,384
    
    
    
    899,354Common stock issued for services and other expenses
    
    
    1,803,062
    
    
    
    79,468Warrants granted for compensation, services and
interest
    
    
    5,841,412
    
    
    
    1,772,147Depreciation
    
    
    56,182
    
    
    
    13,903Changes in operating assets and liabilitiesAccounts receivable  loan fees
    
    
    (270,415
    )
    
    
    (66,214
    )Loan inventory warehouse
    
    
    (2,545,273
    )
    
    
    Loan inventory accrued interest
    
    
    (3,069
    )
    
    
    Prepaid expenses
    
    
    (23,116
    )
    
    
    (5,412
    )Other Assets
    
    
    (7,653
    )Accounts payable
    
    
    (271,021
    )
    
    
    85,092Warehouse line
    
    
    2,545,273
    
    
    
    Accrued liabilities
    
    
    287,390
    
    
    
    149,317Accounts payable  related parties
    
    
    142,181
    
    
    
    482,648Deferred credits
    
    
    6,651
    
    
    
    Cash used in operating activities
    
    
    (2,457,431
    )
    
    
    (116,919
    )Investing ActivitiesPurchase of equipment
    
    
    (10,537
    )
    
    
    (10,656
    )Cash used in investing activities
    
    
    (10,537
    )
    
    
    (10,656
    )Financing ActivitiesProceeds from notes payable
    
    
    4,332,345
    
    
    
    399,379Payments on notes payable
    
    
    (1,285,700
    )
    
    
    (200,000
    )Exercise of warrants
    
    
    170,001
    
    
    
    Preferred dividends
    
    
    (164,735
    )
    
    
    (7,760
    )Cash provided by financing activities
    
    
    3,051,911
    
    
    
    191,619Net Increase in Cash
    
    
    583,943
    
    
    
    64,044Cash Balance, Beginning of Period
    
    
    68,918
    
    
    
    4,874Cash Balance, End of Period
    
    $
    652,861
    
    
    $
    68,918Supplemental Cash Flow InformationInterest paid
    
    $
    273,959
    
    
    $
    Income taxes
    
    $
    
    
    
    $
    
   F-5




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##### Table of Contents



MBI FINANCIAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2006 AND THE PERIOD ENDED
March 25, 2005 (INCEPTION) TO SEPTEMBER 30, 2006
 2006
    
    
    2005Supplemental Non-Cash InformationAssets acquired and liabilities assumed in acquisition of
MBIAccounts receivable, prepaid and other assets
    
    $
    
    
    
    $
    (64,378
    )Equipment
    
    
    
    
    
    
    (105,614
    )Goodwill
    
    
    
    
    
    
    (836,668
    )Accounts payable
    
    
    
    
    
    
    6,660Notes payable
    
    
    
    
    
    
    260,000Common stock issuable
    
    
    
    
    
    
    740,000Assets acquired and liabilities assumed in acquisition of
Northland FundingEquipment
    
    
    
    
    
    
    (71,775
    )Goodwill
    
    
    
    
    
    
    (928,225
    )Notes payable
    
    
    
    
    
    
    200,000Common stock issuable
    
    
    
    
    
    
    800,000Assets acquired and liabilities assumed in acquisition of
Lakeview MortgageEquipment
    
    
    
    
    
    
    (91,732
    )Goodwill
    
    
    
    
    
    
    (258,268
    )Notes payable
    
    
    
    
    
    
    25,000Common stock issuable
    
    
    
    
    
    
    325,000Mortgage note acquired
    
    
    
    
    
    
    (1,150,000
    )Preferred stock issuable
    
    
    (1,150,000
    )
    
    
    1,150,000Debt issue cost
    
    
    (2,229,564
    )
    
    
    (1,233,600
    )Common stock issuable
    
    
    
    
    
    
    704,700Paid-in-capital from debt issue cost
    
    
    2,229,564
    
    
    
    528,900Preferred dividend payable
    
    
    
    
    
    
    26,739Preferred dividend
    
    
    
    
    
    
    (26,739
    )Preferred stock issued
    
    
    10,000Paid-in-capital from issuance of preferred stock
    
    
    1,140,000Assets acquired and liabilities assumed in acquisition of
Common stock issued
    
    
    99,203Paid-in capital from issuance of common stock
    
    
    2,399,101Unissued shares
    
    
    (2,498,304
    )L&MEquipment
    
    
    (78,225
    )
    
    
    Goodwill
    
    
    (931,775
    )
    
    
    Accounts payable
    
    
    110,000Notes payable
    
    
    100,000
    
    
    
    Common stock issued
    
    
    800,000
    
    
    
    Assets acquired and liabilities assumed in acquisition of
AnaheimEquipment
    
    
    (64,500
    )
    
    
    Goodwill
    
    
    (2,852,934
    )
    
    
    Accounts payable
    
    
    357,434Notes payable
    
    
    1,200,000
    
    
    
    Common stock issued
    
    
    1,360,000
    
    
    
    Debt issue cost
    
    
    2,322,329
    
    
    
    Paid-in-capital from debt issue cost
    
    
    (2,322,329
    )
    
    
    $
    
    
    
    $
    
  F-6




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2006 and 2005
 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Organization
   Revenue Recognition
  Use of Estimates
  Cash and Cash Equivalents
  Advertising
  Office and Computer Equipment
   F-7




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 Goodwill
  Loan Inventory Warehouse and Warehouse Line
  Income Taxes
  Principles of Consolidation
  Reclassifications
  Stock Based Compensation and expense
   F-8




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Stock Based Compensation and expense (Continued)
 September 30,2006
    
    2005Weighted average assumptions:Expected volatility
    
    
    168%
    (1)
    
    
    168%
    (1)Expected life
    
    4.29 Yrs
    
    2.71 YrsDividend yield
    
    
    0
    
    
    
    0Risk free interest rate
    
    
    4
    %
    
    
    4
    %Per share value of grants
    
    $
    .50
    
    
    $
    .55Weighted average exercise price
    
    $
    .46
    
    
    $
    .89
 
 (1)
    
    The Companys adjusted its own volatility calculation downward by averaging its volatility with
that of other companies in the same business to arrive at a volatility of 168%.  September 30,2006
    
    
    2005Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding beginning of year
    
    
    7,183,376
    
    
    $
    .89
    
    
    
    
    
    
    $
    Granted
    
    
    16,383,000
    
    
    
    .46
    
    
    
    7,183,376
    
    
    
    .89Exercised
    
    
    (1,550,000
    )
    
    
    .11
    
    
    
    
    
    
    
    Expired or Cancelled
    
    
    (3,849,188
    )
    
    
    1.00
    
    
    
    
    
    
    
    Outstanding end of year
    
    
    18,167,188
    
    
    $
    .51
    
    
    
    7,183,376
    
    
    $
    .89
  WeightedAverageRemainingContractualExercise Prices
    
    Shares
    
    Life (Years)$0.13
    
    
    115,000
    
    
    
    2.50$0.20
    
    
    8,207,500
    
    
    
    2.71$0.35
    
    
    350,000
    
    
    
    2.71$0.40
    
    
    4,675,000
    
    
    
    4.29$0.42
    
    
    150,000
    
    
    
    4.29$0.50
    
    
    1,160,000
    
    
    
    4.29$1.00
    
    
    1,005,000
    
    
    
    4.29$1.08
    
    
    405,500
    
    
    
    4.29$1.25
    
    
    250,000
    
    
    
    2.71$1.50
    
    
    250,000
    
    
    
    4.29$2.00
    
    
    1,599,188
    
    
    
    2.7118,167,188
  F-9




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 1.
NATURE OF OPERATIONS AND
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
 Stock Based Compensation and
expense (Continued)
  September 30,2006
    
    
    2005Compensation
    
    $
    1,477,474
    
    
    $
    1,535,147Interest expense
    
    
    5,911,501
    
    
    
    765,900Consulting fees
    
    
    304,575
    
    
    
    Debt Discount
    
    
    377,426
    
    
    
    $
    8,070,976
    
    
    $
    2,301,047
  Restatement of 2005 Financial Statements
  As Previously
    
    AsRecorded
    
    Restated
    
    DifferenceAccumulated deficit
    
    $
    (1,789,574
    )
    
    $
    (3,561,721
    )
    
    $
    (1,772,147
    )Compensation
    
    
    
    
    
    
    1,535,147
    
    
    
    1,535,147Interest expense
    
    
    960,999
    
    
    
    1,197,999
    
    
    
    237,000
 2. RECENT ACCOUNTING PRONOUNCEMENTS
   Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities,
  F-10




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 2. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
 Accounting for
Derivative Instruments and Hedging Activities, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities.
  3. ACQUISITIONS
   
    
    640,000 shares of the Companys common stock and warrants to acquire 250,000 shares of
common stock at $1.50 per share which were valued at $800,000. The Warrants expire on March
22, 2008
 
    
    $105,000 of cash paid at the closing of the acquisition.
 
    
    A promissory note in the principal amount of $100,000. It is a
non-bearing interest note that is due on or before November 22,
2006.
   Tangible assets, principally computers and office equipment
    
    $
    73,225Goodwill
    
    
    931,775Total Purchase Price
    
    $
    1,005,000
     
    
    1,360,000 shares of Registrants common stock valued at $1.25 per share or $1,700,000 (the
Common Stock).
 
    
    $500,000 of cash paid on July 7, 2006 for the acquisition.
 
    
    A non-interest bearing promissory note in the amount of
$1,200,000. An initial discount of $144,483 was calculated on
the note. $200,000 is due on December 1, 2006, April 5, 2007, July
5, 2007, October 5, 2007, January 5, 2008, and April 5 2008.
 
    
    Included in the purchase is a rent obligation in the amount of
$54,497. One payment of $3,206 is to be paid on June 30, 2006.
Monthly payments of $6,411 are to be paid on the 16th
of each month beginning in July 2006 and ending in February 2007.
$22,440 was recorded as rent expense in the September 30, 2006
statement of operations.
  F-11




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 3. ACQUISITIONS (Continued)
   Tangible assets, principally computers and office equipment
    
    $
    64,500Goodwill
    
    
    3,389,997Total Purchase Price
    
    $
    3,454,497
   For the Year ended September 30, 2005 the Company made the following acquisitions
 MBI Mortgage Services, Ltd.
  
    
    3,470,000 unissued post-split shares of the Companys common stock with a valuation of
$0.21 per share or $740,000.
    
    Note payable to the seller of $260,000.
    
    A consulting agreement with the prior owner for 24 months at a cost of $2,000 per
month.
  
    
    1,305,000 unissued post-split shares issued to note guarantors, valued at $704,700
which was
amortized as interest over the life of the notes.
    
    Warrants to purchase an additional 1,710,000 post-split shares of the Companys common
stock with three year exercise period at a purchase price of $0.20 to $0.35 per share 
valued at $2,301,047 and recorded as compensation and interest expense.
    
    Cash of $300,000 borrowed on short term notes from unrelated parties.
   
    
    
    Tangible assets, principally computers and office equipment,
net of liabilities accrued of $6,600
    
    $
    163,332
    
    
    Goodwill
    
    
    836,668
    
    
    Total Purchase Price
    
    $
    1,000,000
    F-12




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 3. ACQUISITIONS (Continued)
  
    
    Lakeview Mortgage, located in Laredo, Texas, is an independent mortgage broker engaged
in the securing of mortgage loans for home buyers in the Laredo, Texas market.
    
    Northland Funding Group, located in Austin, Texas, is an independent mortgage broker
engaged in the securing of mortgage loans for home buyers in the Austin, Texas market.
  
    
    880,000 unissued post-split shares of common stock and warrants to purchase 250,000
post-split shares of the Companys common stock exercisable at $0.20 were valued at
$1,125,000
    
    Short-term notes payable to the sellers of $225,000.
   
    
    
    Tangible assets, principally computers and office
equipment
    
    $
    163,504
    
    
    Goodwill
    
    
    1,186,496Total Purchase Price
    
    $
    1,350,000
  4. LEASE OBLIGATIONS
  F-13




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 5. NOTES PAYABLE
 Notes payable consisted of the following at
September 30, 2006:
 Short-term12% note payable to a company, principal and
interest due June 30, 2006, unsecured , $1,000,000
paid in December 2006
    
    $
    1,500,000Non-interest bearing note payable to a company,
principal and interest due over two year period,
secured by California assets, $200,000 paid in
December 2006, (discounted at 12%)
    
    
    1,125,81413% note payable to a company, principal and
interest due October 31, 2007, unsecured, paid in
December 2006
    
    
    1,250,00010% note payable to a company, principal and
interest due May 5, 2007, unsecured (discounted at
10%)
    
    
    49,708Non-interest bearing note payable to a company,
principal and interest due November 21, 2005,
unsecured, paid in December 2006
(discounted at 10%)
    
    
    100,00015% note payable to a company, principal and
interest due July 1, 2007, secured by the
Companys stock and shareholder guarantee,
$150,000 paid in October 2006
    
    
    235,0004,260,522Less debt discount
    
    
    (377,426
    )$
    3,883,096Warehouse LineSecured with mortgage loan inventory, due within
30 days, renewed annually, minimum 7% interest or
prime + 2.00%
    
    $
    2,545,273Long-term18% note payable to a company, principal and
interest due November 30, 2007, unsecured
    
    $
    110,00012% note payable to a company, principal and
interest due December 31, 2007, unsecured
    
    
    480,00018% note payable to a company, principal and
interest due November 30, 2007, unsecured
    
    
    110,000$
    700,000
  F-14




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 5. NOTES PAYABLE (Continued)
 Notes payable consisted of the following at
September 30, 2005:
 10% note payable to a company, principal and
interest due November 5, 2005, secured by the
Companys stock and shareholder guarantee, paid in
December 2005
    
    $
    250,00010% note payable to a company, principal and
interest due November 5, 2005, secured by the
Companys common stock and shareholder guarantee,
paid in December 2005
    
    
    46,00010% note payable to an individual, principal and
interest due May 5, 2006, secured by Company stock
    
    
    60,00010% note payable to a company, principal and
interest due January 6, 2006, secured by Company
stock and shareholder guarantee
    
    
    50,000Non-interest bearing note payable to a
shareholder, due March 27, 2006, secured by
Company common stock (discounted at 10%)
    
    
    53,379Non-interest bearing note payable to two
individuals, due on June 30, 2006, secured by
Company stock
    
    
    100,000559,379Less debt discount
    
    
    (334,246
    )$
    225,133
 6. FINANCIAL INSTRUMENTS
   7. INCOME TAXES
  2006
    
    
    2005Tax Benefit at Statutory Rate (34%)
    
    $
    (4,149,842
    )
    
    $
    (1,199,255
    )Change in Valuation Allowance
    
    
    101,224
    
    
    
    1,196,594Other Non-Deductible Expenses
    
    
    4,048,618
    
    
    
    2,661
    
    
    
    
 F-15




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 7. INCOME TAXES (Continued)
  2006
    
    
    2005Deferred tax assets net operating losses
    
    $
    1,297,818
    
    
    $
    1,196,594Valuation allowance
    
    
    (1,297,818
    )
    
    
    (1,196,594
    )Net deferred assets
    
    
    
    
    
    
    
  8. STOCKHOLDERS EQUITY
  
    
    2,246,680 shares for officer/director fees, consulting fees, and guarantees.
    
    7,183,332 shares for acquisitions and financing, and,
    
    1,550,000 shares on the exercise of warrants.
  
    
    Warrants issued to existing shareholders on May 25, 2005 to
purchase 1,599,188 shares for $2.00 for two years.
    
    Warrants, issued to various parties in connection with the
acquisitions, aggregating 2,210,000 shares at exercise prices of
$.20 to $1.50 per share for three years.
    
    Warrants issued in connection with the services, employment
incentives, and guarantees on notes for 2,837,500 shares at
exercise prices of $.20 to $1.00 for three years.
    
    Warrants issued to noteholders in connection with various
notes and note extensions to purchase 7,250,833 shares at exercise
prices of $.20 to $1.00 for up to five years.
 F-16




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 9. EARNINGS PER SHARE
  September 30,
    
    
    September 30,2006
    
    
    2005NumeratorNet loss
    
    $
    (12,205,419
    )
    
    $
    (3,527,222
    )Preferred stock dividends
    
    
    (137,996
    )
    
    
    (34,499
    )Numerator for basic loss per common
share
    
    
    (12,343,415
    )
    
    
    (3,561,721
    )DenominatorBasic loss per common share
Weighted average shares outstanding
    
    
    10,139,361
    
    
    
    3,546,254Per common shareBasic loss per common share
    
    $
    (1.22
    )
    
    $
    (1.00
    )
 10. SUBSEQUENT EVENTS
   11 RELATED PARTY TRANSACTIONS
  
    
    The Officers of the Company have provided guarantees for loans given to the Company
for borrowings incurred for acquisitions and working capital. For this they have been
granted shares totaling 242,000.
    
    The Officers and principal owners of the Company have provided guarantees for loans
given to the Company for borrowings incurred for acquisitions and working capital. For
this they have been granted warrants totaling 1,990,000 at a strike price of $.20 for
terms of 3 to 5 years.
    
    The following represents amount payable to officers and directors as of September
30, 2006:
 Consulting fees
    
    $
    533,790Professional fees
    
    
    144,914Travel and entertainment
    
    
    4,271Office expenses
    
    
    10,355$
    694,330
  F-17




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##### Table of Contents



MBI FINANCIAL INC.
(Formerly Local Telecom Systems, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006 and 2005
 11 RELATED PARTY TRANSACTIONS (Continued)
  
    
    Principal owners have provided collateral in the form of their common stock of the
Company for borrowings incurred for acquisitions and working capital. For this they have
been granted warrants to purchase 835,000 shares of common stock at exercise prices of
$0.20 to $0.35 for a period of three years.
    
    The Company has borrowed $50,000 directly from a principal owner for which the
principal owner has received warrants to purchase 150,000 shares of the Companys common
stock at a price of $0.20 per share for three years.
    
    The Chief Executive Officer has personally guaranteed a third party loan for which he
has received warrants to purchase 25,000 shares of the Companys common stock.
    
    The former spouse of the Chief Executive Officer is the owner of the real estate that
the Company the second lien mortgage has been assigned to the Company in the amount of
$1,150,000.The real estate is subject to first and second lien mortgages. The first lien
mortgage is approximately $300,000.
    
    The Chairman of the Board is a member of Bajjer, LLC, from which the Company purchased
MBI and has an on-going consulting relationship. Effective July 1, 2005, the Company
entered into a consulting agreement whereby Bajjer would receive a consulting fee of
eighteen (18) basis points for all consolidated originated mortgage loan volume originated.
Bajjer and the Company mutually agreed to cancel the agreement as of April 19, 2006. The
Company also agreed to pay Bajjer a one time fee for prior services in the amount of
$325,000. Fees accrued relative to this consulting agreement include the following at
September 30, 2006:
 Prior consulting fee
    
    $
    325,000Consulting fees based on loan volume
    
    
    150,791$
    475,791
 
    
    The Chairman of the Board has an additional six months consulting agreement at $10,000
per month. At September 30, 2005, the Company had accrued $30,000 on the agreement.
  Consulting fees
    
    $
    392,609Professional fees
    
    
    144,914Travel and entertainment
    
    
    4,271Office expenses
    
    
    10,355$
    552,149
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INDEX TO EXHIBITS
 Exhibit No.
    
    Page No.
    
    Description31(i)
    
    xx
    
    302 Certification of Chief Executive Officer31(ii)
    
    xx
    
    302 Certification of Chief Financial Officer32(i)
    
    xx
    
    906 Certification of Chief Executive Officer32(ii)
    
    xx
    
    906 Certification of Chief Executive Officer
 Exhibits Incorporated by Reference